12-601 - Designation as a Reporting Issuer (Extraprovincial Issuers) [BCP]
- BCN2008/16 - Adoption of National Instrument 41-101 General Prospectus Requirements, Related Instruments and Consequential Amendments [BCN - Lapsed]
This policy sets out guidelines for an application to the commission for an order designating an issuer as a reporting issuer under paragraph (e) of the definition of "reporting issuer" in the Securities Act.
PART 1 INTERPRETATION
Terms defined or interpreted in the Securities Act, Securities Regulation or Securities Rules have the same meaning in this Policy.
PART 2 APPLICATION
2.1 An order will generally be granted only to an issuer that
(a) has been a reporting issuer or held equivalent status for at least a year in another jurisdiction that has continuous disclosure requirements that are substantially the same as the requirements under the Act; and
(b) has securities listed and posted for trading on a stock exchange or quoted on a trading or quotation system.
PART 3 APPLICATION PROCEDURE
3.1 The application should be addressed as follows:
Director, Corporate Finance
British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, BC V7Y 1L2
3.2 The application should state that an order designating the issuer as a reporting issuer in British Columbia is being sought under section 3.2 of the Act and should provide the following information concerning the issuer:
(a) the name of the issuer;
(b) its jurisdiction and date of incorporation, organization or continuation;
(c) its authorized and issued capital;
(d) the jurisdictions in which the issuer is a reporting issuer and the dates it became a reporting issuer in those jurisdictions;
(e) the stock exchanges or trading or quotation systems on which the issuer's securities are traded or quoted; and
(f) the reason the issuer is seeking to become a reporting issuer in British Columbia and any other relevant information concerning the issuer in support of the application.
3.3 The following documents must be filed in support of an application:
(a) a copy of the issuer's most recent prospectus, provided that, if the issuer has not made a distribution under a prospectus in any jurisdiction, the application should include an explanation of the means by which the issuer's securities were distributed;
(b) a copy of all interim and annual audited financial statements and proxy solicitation materials filed by the issuer in the 12 month period preceding the date of the application;
(c) a copy of all press releases and material change reports issued or filed by the issuer in the 12 month period preceding the date of the application;
(d) a certified copy of the directors' resolution authorizing the making of the application;
(e) a certificate of good standing from the corporate regulatory authority in the issuer's jurisdiction of incorporation, organization or continuation, or a letter to the same effect from the issuer's solicitors, dated within 21 days of the date of the application;
(f) a letter confirming that the issuer is in good standing, dated within 21 days of the date of the application, from each of the stock exchanges on which the issuer's securities are listed and posted for trading;
(g) a certificate of good standing, dated within 21 days of the date of the application, from the securities regulatory authority in each jurisdiction in which the issuer is a reporting issuer;
(h) the filing fee in the amount prescribed by section 22, item 15 of the Regulation; and
(i) a completed BC Form 11-901F Fee Checklist.
3.4 If any of the documents required under section 3.3 are not being submitted, the application should describe the documents and explain why they are not being submitted with the application.
March 13, 2008